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Registration No. 333-16189
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST - EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
REGISTRATION STATEMENT ON FORM S-4
UNDER
THE SECURITIES ACT OF 1933
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NationsBank Corporation
(Exact Name of Registrant as Specified in Its Charter)
North Carolina NationsBank Corporate Center 28255 56-0906609
(State or Other 100 North Tryon Street (Zip Code) (I.R.S.Employer)
Jurisdiction of Charlotte, North Carolina Identification No.)
Incorporation or (Address of Principal
Organization) Executive Offices)
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Boatmen's Bancshares, Inc. Amended 1981 Incentive Stock Option Plan
Boatmen's Bancshares, Inc. 1987 Non-Qualified Stock Option Plan
Boatmen's Bancshares, Inc. 1991 Incentive Stock Option Plan
Centerre Bancorporation 1987 Stock Incentive Plan
First Interstate of Iowa, Inc. 1991 Stock Incentive Plan
Sunwest Financial Services, Inc. 1987 Incentive Stock Option Plan
First Amarillo Bancorporation, Inc. and Subsidiaries Incentive Stock Option
Plan (Number 1)
First Amarillo Bancorporation, Inc. and Subsidiaries Incentive Stock Option
Plan (Number 2)
Westside Bancshares, Incorporated Incentive Stock Option Plan
Amended and Restated Fourth Financial Corporation 1981 Incentive Stock
Option Plan
Amended and Restated Fourth Financial Corporation 1986 Incentive Stock
Option Plan
Fourth Financial Corporation 1993 Incentive Stock Option Plan
Fourth Financial Corporation 1993 Non-Employee Directors Stock Option Plan
Worthen Banking Corporation 1984 Amended and Substituted Stock Option Plan
Worthen Banking Corporation 1993 Stock Option Plan
First New Mexico Bancshare Corporation 1983 Stock Option Plan
(Full Title of the Plans)
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PAUL J. POLKING, ESQ.
Executive Vice President
and General Counsel
NationsBank Corporation
NationsBank Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
(Name and Address of Agent for Service)
(704) 386-5000
(Telephone Number, Including Area Code, of Agent for Service)
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This Post-Effective Amendment No. 1 covers shares of the Registrant's
Common Stock originally registered on the Registration Statement on Form
S-4 to which this is an amendment. The registration fees in respect of
such shares of Common Stock were paid at the time of the original filing
of the Registration Statement on Form S-4 relating thereto.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents constituting a Prospectus (a "Prospectus") with respect
to this Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement
on Form S-4 of NationsBank Corporation (the "Registrant") are kept on file at
the offices of the Registrant in accordance with Rule 428 promulgated pursuant
to the Securities Act of 1933, as amended (the "Securities Act"). The Registrant
will provide without charge to participants in the Boatmen's Bancshares, Inc.
Amended 1981 Incentive Stock Option Plan, Boatmen's Bancshares, Inc. 1987
Non-Qualified Stock Option Plan, Boatmen's Bancshares, Inc. 1991 Incentive
Stock Option Plan, Centerre Bancorporation 1987 Stock Incentive Plan, First
Interstate of Iowa, Inc. 1991 Stock Incentive Plan, Sunwest Financial
Services, Inc. 1987 Incentive Stock Option Plan, First Amarillo
Bancorporation, Inc. and Subsidiaries Incentive Stock Option Plan (Number 1),
First Amarillo Bancorporation, Inc. and Subsidiaries Incentive Stock Option
Plan (Number 2), Westside Bancshares, Incorporated Incentive Stock Option
Plan, Amended and Restated Fourth Financial Corporation 1981 Incentive Stock
Option Plan, Amended and Restated Fourth Financial Corporation 1986 Incentive
Stock Option Plan, Fourth Financial Corporation 1993 Incentive Stock Option
Plan, Fourth Financial Corporation 1993 Non-Employee Directors Stock Option
Plan, Worthen Banking Corporation 1984 Amended and Substituted Stock Option
Plan, Worthen Banking Corporation 1993 Stock Option Plan, and First New Mexico
Bancshares Corporation 1983 Stock Option Plan (collectively the "Plans"), on
the written or oral request of any such person, a copy of any or all of the
documents constituting a Prospectus. Written requests for such copies should
be directed to Charles J. Cooley, Principal Corporate Personnel Officer,
NationsBank Corporation, NationsBank Corporate Center, 100 North Tryon Street,
Charlotte, North Carolina 28255. Telephone requests may be directed to
(704) 386-5000.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been heretofore filed by the
Registrant with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996 and Current
Reports on Form 8-K filed January 12, 1996, February 1, 1996, March 8, 1996,
April 17, 1996, May 16, 1996, July 5, 1996, July 31, 1996, September 6, 1996 (as
amended by Form 8-K/A-1 filed September 11, 1996 and by Form 8-K/A-2 filed
November 13, 1996), September 20, 1996 (as amended by Form 8-K/A-1 filed
September 23, 1996), October 25, 1996, November 14, 1996, December 4, 1996 and
December 17, 1996; and
(c) The description of the Registrant's Common Stock contained
in its registration statement filed pursuant to Section 12 of the Exchange Act,
and any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
effectiveness of this Registration Statement and prior to the filing of a
post-effective amendment hereto that either indicates that all securities
offered hereby have been sold or register all securities then remaining unsold
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document
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incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
The Registrant will provide without charge to each person to whom a
Prospectus constituting a part of this Registration Statement is delivered, on
the written or oral request of any such person, a copy of any or all of the
documents incorporated herein by reference (other than exhibits to such
documents which are not specifically incorporated by reference in such
documents). Written requests for such copies should be directed to Charles J.
Cooley, Principal Corporate Personnel Officer, NationsBank Corporation,
NationsBank Corporate Center, 100 North Tryon Street, Charlotte, North Carolina
28255. Telephone requests may be directed to (704) 386-5000.
Item 5. Interests of Named Experts and Counsel.
The legality of the Registrant's Common Stock to be issued in
connection with the Plans has been passed upon by Paul J. Polking, Esq.,
Executive Vice President and General Counsel of the Registrant. As of the date
of this Post-Effective Amendment No. 1 on Form S-8, Mr. Polking beneficially
owned an aggregate of approximately 35,986 shares of the Registrant's Common
Stock.
Item 6. Indemnification of Directors and Officers.
There are no provisions in the Registrant's Restated Articles of
Incorporation, and no contracts between the Registrant and its directors and
officers, relating to indemnification. The Registrant's Restated Articles of
Incorporation prevent the recovery by the Registrant of monetary damages against
its directors. However, in accordance with the provisions of the North Carolina
Business Corporation Act (the "Act"), the Registrant's Amended and Restated
Bylaws provide that, in addition to the indemnification of directors and
officers otherwise provided by the Act, the Registrant shall, under certain
circumstances, indemnify its directors, executive officers and certain other
designated officers against any and all liability and litigation expense,
including reasonable attorneys' fees, arising out of their status or activities
as directors and officers, except for liability or litigation expense incurred
on account of activities that were at the time known or reasonably should have
been known by such director or officer to be clearly in conflict with the best
interests of the Registrant. Pursuant to such Bylaws and as authorized by
statute, the Registrant maintains insurance on behalf of its directors and
officers against liability asserted against such persons in such capacity
whether or not such directors or officers have the right to indemnification
pursuant to the Bylaws or otherwise.
In addition to the above-described provisions, Sections 55-8-50 through
55-8-58 of the Act contain provisions prescribing the extent to which directors
and officers shall or may be indemnified. Section 55-8-51 of the Act permits a
corporation, with certain exceptions, to indemnify a current or former director
against liability if (i) he conducted himself in good faith, (ii) he reasonably
believed (x) that his conduct in his official capacity with the corporation was
in its best interests and (y) in all other cases his conduct was at least not
opposed to the corporation's best interests, and (iii) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. A corporation may not indemnify a current or former director in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or in connection with a
proceeding charging improper personal benefit to him in which he was adjudged
liable on such basis. The above standard of conduct is determined by the Board
of Directors or a committee thereof, special legal counsel or the shareholders
as prescribed in Section 55-8-55 of the Act.
Sections 55-8-52 and 55-8-56 of the Act require a corporation to
indemnify a director or officer in the defense of any proceeding to which he was
a party because of his capacity as a director or officer against reasonable
expenses when he is wholly successful in his defense, unless the articles of
incorporation provide otherwise. Upon application, the court may order
indemnification of the director or officer if he is adjudged fairly and
reasonably so entitled under Section 55-8-54. Section 55-8-56 of the Act allows
a corporation to indemnify
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and advance to an officer, employee or agent who is
not a director to the same extent as a director or as otherwise set forth in the
corporation's articles of incorporation or bylaws or by a resolution of the
board of directors.
In addition, Section 55-8-57 of the Act permits a corporation to
provide for indemnification of directors, officers, employees or agents, in its
articles of incorporation or bylaws or by contract or resolution, against
liability in various proceedings and to purchase and maintain insurance policies
on behalf of these individuals.
The foregoing is only a general summary of certain aspects of North
Carolina law dealing with indemnification of directors and officers and does not
purport to be complete. It is qualified in its entirety by reference to the
relevant statutes which contain detailed specific provisions regarding the
circumstances under which and the person for whose benefit indemnification shall
or may be made and accordingly are incorporated herein by reference.
Item 8. Exhibits.
The following exhibits are filed with or incorporated by reference in
this Registration Statement.
Exhibit No. Description of Exhibit
5.1 Opinion of Paul J. Polking, Esq. as to the legality of the securities *
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Paul J. Polking, Esq. (included in Exhibit 5.1) *
24.1 Power of Attorney and Certified Resolutions *
99.1 Boatmen's Bancshares, Inc. Amended 1981 Incentive Stock Option Plan
99.2 Boatmen's Bancshares, Inc. 1987 Non-Qualified Stock Option Plan
99.3 Boatmen's Bancshares, Inc. 1991 Incentive Stock Option Plan
99.4 Centerre Bancorporation 1987 Stock Incentive Plan
99.5 First Interstate of Iowa, Inc. 1991 Stock Incentive Plan
99.6 Sunwest Financial Services, Inc. 1987 Incentive Stock Option Plan
99.7 First Amarillo Bancorporation, Inc. and Subsidiaries Incentive Stock Option Plan
(Number 1)
99.8 First Amarillo Bancorporation, Inc. and Subsidiaries Incentive Stock Option Plan
(Number 2)
99.9 Westside Bancshares, Incorporated Incentive Stock Option Plan
99.10 Amended and Restated Fourth Financial Corporation 1981 Incentive Stock Option Plan
99.11 Amended and Restated Fourth Financial Corporation 1986 Incentive Stock Option Plan
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99.12 Fourth Financial Corporation 1993 Incentive Stock Option Plan
99.13 Fourth Financial Corporation 1993 Non-Employee Directors Stock Option Plan
99.14 Worthen Banking Corporation 1984 Amended and Substituted Stock Option Plan
99.15 Worthen Banking Corporation 1993 Stock Option Plan
99.16 First New Mexico Bancshare Corporation 1983 Stock Option Plan
99.17 Provisions of North Carolina Business Corporation Act, as amended, relating to
indemnification of directors and officers (incorporated herein by reference to Exhibit
99.1 of the NationsBank Corporation Registration Statement on Form S-3, Registration
No. 33-63097)
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* Previously filed as an exhibit to the Registrant's Registration Statement
on Form S-4 to which this is Post-Effective Amendment No. 1
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to the Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or decrease
in volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Charlotte,
State of North Carolina, on January 9, 1997.
NATIONSBANK CORPORATION
By: *
Hugh L. McColl, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
Signature Title Date
* Chief Executive Officer and Director January 9, 1997
Hugh L. McColl, Jr. (Principal Executive Officer)
* Vice Chairman and January 9, 1997
James H. Hance, Jr. Chief Financial Officer
(Principal Financial Officer)
* Executive Vice President and January 9, 1997
Marc D. Oken Chief Accounting Officer
(Principal Accounting Officer)
Chairman of the Board January __, 1997
Andrew B. Craig, III and Director
* Director January 9, 1997
Ronald W. Allen
* Director January 9, 1997
Ray C. Anderson
* Director January 9, 1997
William M. Barnhardt
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Director January __, 1997
B. A. Bridgewater, Jr.
Director January __, 1997
Thomas E. Capps
* Director January 9, 1997
Charles W. Coker
* Director January 9, 1997
Thomas G. Cousins
* Director January 9, 1997
Alan T. Dickson
Director January __, 1997
W. Frank Dowd, Jr.
* Director January 9, 1997
Paul Fulton
* Director January 9, 1997
Timothy L. Guzzle
Director January __, 1997
C. Ray Holman
* Director January 9, 1997
W. W. Johnson
Director January __, 1997
Russell W. Meyer, Jr.
* Director January 9, 1997
John J. Murphy
Director January __, 1997
Richard B. Priory
* Director January 9, 1997
John C. Slane
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Director January __, 1997
O. Temple Sloan, Jr.
* Director January 9, 1997
John W. Snow
* Director January 9, 1997
Meredith R. Spangler
* Director January 9, 1997
Robert H. Spilman
Director January __, 1997
Albert E. Suter
* Director January 9, 1997
Ronald Townsend
* Director January 9, 1997
E. Craig Wall, Jr.
* Director January 9, 1997
Jackie M. Ward
* Director January 9, 1997
Virgil R. Williams
*By: /s/ Charles M. Berger
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Charles M. Berger
Attorney-in-Fact
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INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
5.1 Opinion of Paul J. Polking, Esq. as to the legality of the securities *
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Paul J. Polking, Esq. (included in Exhibit 5.1.) *
24.1 Power of Attorney and Certified Resolutions *
99.1 Boatmen's Bancshares, Inc. Amended 1981 Incentive Stock Option Plan
99.2 Boatmen's Bancshares, Inc. 1987 Non-Qualified Stock Option Plan
99.3 Boatmen's Bancshares, Inc. 1991 Incentive Stock Option Plan
99.4 Centerre Bancorporation 1987 Stock Incentive Plan
99.5 First Interstate of Iowa, Inc. 1991 Stock Incentive Plan
99.6 Sunwest Financial Services, Inc. 1987 Incentive Stock Option Plan
99.7 First Amarillo Bancorporation, Inc. and Subsidiaries Incentive Stock Option Plan
(Number 1)
99.8 First Amarillo Bancorporation, Inc. and Subsidiaries Incentive Stock Option Plan
(Number 2)
99.9 Westside Bancshares, Incorporated Incentive Stock Option Plan
99.10 Amended and Restated Fourth Financial Corporation 1981 Incentive Stock Option Plan
99.11 Amended and Restated Fourth Financial Corporation 1986 Incentive Stock Option Plan
99.12 Fourth Financial Corporation 1993 Incentive Stock Option Plan
99.13 Fourth Financial Corporation 1993 Non-Employee Directors Stock Option Plan
99.14 Worthen Banking Corporation 1984 Amended and Substituted Stock Option Plan
99.15 Worthen Banking Corporation 1993 Stock Option Plan
99.16 First New Mexico Bancshare Corporation 1983 Stock Option Plan
99.17 Provisions of North Carolina Business Corporation Act, as amended, relating to
indemnification of directors and officers (incorporated herein by reference to Exhibit
99.1 of the Registrant's Registration Statement on Form S-3, Registration No. 33-63097)
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* Previously filed as an exhibit to the Registrant's Registration
Statement on Form S-4 to which this is Post-Effective Amendment No. 1